Common use of Reaffirmation of Subsidiary Guaranty Clause in Contracts

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor hereby expressly does each of the following: (1) consents to the execution by the Borrower and the Bank of this agreement; (2) acknowledges that the “Indebtedness” (as defined in the Subsidiary Guaranty) includes all of the “Obligations” under and as defined in the Credit Agreement, as amended from time to time (including as amended by this agreement); (3) acknowledges that the Subsidiary Guarantor does not have any set-off, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower under the Credit Agreement or the Subsidiary Guarantor under the Subsidiary Guaranty; (4) reaffirms, assumes, and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, and conditions contained in the Subsidiary Guaranty; (5) agrees that all such obligations and liabilities under the Subsidiary Guaranty continue in full force and that the execution and delivery of this agreement to, and its acceptance by, the Bank will not in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank under the Subsidiary Guaranty; (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6) represents and warrants that each of the representations and warranties made by the Subsidiary Guarantor in any of the documents executed in connection with the Loans remain true and correct as of the date of this agreement.

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor Each of the Guarantors including, without limitation, Spin-Cast Plastics, Inc. hereby expressly does each of the following: (1a) consents to the execution by the Borrower and the Bank Lender of this agreement; Agreement, (2b) acknowledges acknowledge that the “IndebtednessGuaranteed Obligations” (as defined in the Subsidiary Guaranty) includes all of the “Obligations” obligations and liabilities owing from the Borrower to the Lender under and as defined in the Credit pursuant to this Agreement, as amended from time to time (including as amended by this agreement); (3) acknowledges that the Subsidiary Guarantor does time, including, but not have any set-offlimited to, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower under to Lender as evidenced by the Credit Agreement or the Subsidiary Guarantor under the Subsidiary Guaranty; Revolving Loan Notes, as modified, extended and/or replaced from time to time, (4c) reaffirms, assumes, assumes and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, terms and conditions that are contained in the Subsidiary Guaranty; , (5d) agrees that all such obligations and liabilities under the Subsidiary Guaranty shall continue in full force and that the execution effect and delivery of this agreement toshall not be discharged, and its acceptance bylimited, the Bank will not impaired or affected in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank under whatsoever, except as expressly provided in the Subsidiary Guaranty; , (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6e) represents and warrants that each of the representations and warranties made by the Subsidiary such Guarantor in any of the documents executed in connection with the Loans remain true and correct as of the date hereof, in each case as amended by the information provided in any report or notice delivered by the Borrower to the Lender pursuant to Section 7.1 of this agreementthe Credit Agreement, and (f) represents and warrants that the organization documents, borrowing resolutions and incumbency certificates of such Guarantor have not been changed or amended since the most recent date that certified copies thereof were delivered to the Lender. Spin-Cast Plastics, Inc. hereby agrees to become a party to and a Subsidiary Guarantor under the Subsidiary Guaranty and a Debtor under the Security Agreement and be bound by and obligated respectively as a Subsidiary Guarantor and Debtor thereunder. This Reaffirmation and an Amendment to the Subsidiary Guaranty shall be evidenced by the Reaffirmation and Amendment of Subsidiary Guaranty in the form of Exhibit Z-1 attached hereto.

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor Each of the Guarantors hereby expressly does each of the following: (1a) consents to the execution by the Borrower and the Bank Lenders of this agreement; Third Amendment, (2b) acknowledges that the “IndebtednessGuaranteed Obligations” (as defined in the Subsidiary Guaranty) includes all of the “Obligations” obligations and liabilities owing from the Borrower to the Administrative Agent and Lenders under and as defined in pursuant to the Credit Agreement, as amended from time to time (including as amended by this agreement); (3) acknowledges that the Subsidiary Guarantor does time, including, but not have any set-offlimited to, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower under to the Credit Agreement or Administrative Agent and the Subsidiary Guarantor under Lenders as evidenced by the Subsidiary Guaranty; Revolving Loan Notes, as modified, extended and/or replaced from time to time, and the Term Loan Notes, as modified, extended and/or replaced from time to time, (4c) reaffirms, assumes, assumes and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, terms and conditions that are contained in the Subsidiary Guaranty; , (5d) agrees that all such obligations and liabilities under the Subsidiary Guaranty shall continue in full force and that the execution effect and delivery of this agreement toshall not be discharged, and its acceptance bylimited, the Bank will not impaired or affected in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank under whatsoever, except as expressly provided in the Subsidiary Guaranty; , (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6e) represents and warrants that each of the representations and warranties made by the Subsidiary such Guarantor in any of the documents executed in connection with the Loans remain true and correct as of the date hereof, in each case as amended by the information provided in any report or notice delivered by the Borrower to the Administrative Agent pursuant to Section 7.1 of this agreementthe Credit Agreement, and (f) represents and warrants that the organization documents, borrowing resolutions and incumbency certificates of such Guarantor have not been changed or amended since the most recent date that certified copies thereof were delivered to the Lender.

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor hereby expressly does each of the following: (1) consents to the execution by the Borrower Company and the Bank Purchaser of this agreement; (2) acknowledges that the “Indebtedness” (as defined in the Subsidiary Guaranty) includes all of the “Obligations” under and as defined in the Credit Purchase Agreement, as amended from time to time (including as amended by this agreement); (3) acknowledges that the Subsidiary Guarantor does not have any set-off, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower Company under the Credit Purchase Agreement or the Subsidiary Guarantor under the Subsidiary Guaranty; (4) reaffirms, assumes, and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, and conditions contained in the Subsidiary Guaranty; (5) agrees that all such obligations and liabilities under the Subsidiary Guaranty continue in full force and that the execution and delivery of this agreement to, and its acceptance by, the Bank Purchaser will not in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank Purchaser under the Subsidiary Guaranty; (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank Purchaser at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank Purchaser by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6) represents and warrants that each of the representations and warranties made by the Subsidiary Guarantor in any of the documents executed in connection with the Loans Note and the other Operative Documents remain true and correct as of the date of this agreement.

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor Each of the Guarantors hereby expressly does each of the following: (1a) consents to the execution by the Borrower and the Bank Lenders of this agreement; Second Amendment, (2b) acknowledges that the “Indebtedness” "Guaranteed Obligations" (as defined in the Subsidiary Guaranty) includes all of the “Obligations” obligations and liabilities owing from the Borrower to the Agent and Lenders under and as defined in pursuant to the Credit Agreement, as amended from time to time (including as amended by this agreement); (3) acknowledges that the Subsidiary Guarantor does time, including, but not have any set-offlimited to, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower under to the Credit Agreement or Agent and the Subsidiary Guarantor under Lenders as evidenced by the Subsidiary Guaranty; Revolving Loan Notes, as modified, extended and/or replaced from time to time, and the Term Loan Notes, as modified, extended and/or replaced from time to time, (4c) reaffirms, assumes, assumes and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, terms and conditions that are contained in the Subsidiary Guaranty; , (5d) agrees that all such obligations and liabilities under the Subsidiary Guaranty shall continue in full force and that the execution effect and delivery of this agreement toshall not be discharged, and its acceptance bylimited, the Bank will not impaired or affected in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank under whatsoever, except as expressly provided in the Subsidiary Guaranty; , (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6e) represents and warrants that each of the representations and warranties made by the Subsidiary such Guarantor in any of the documents executed in connection with the Loans remain true and correct as of the date hereof, in each case as amended by the information provided in any report or notice delivered by the Borrower to the Agent pursuant to Section 7.1 of this agreementthe Credit Agreement, and (f) represents and warrants that the organization documents, borrowing resolutions and incumbency certificates of such Guarantor have not been changed or amended since the most recent date that certified copies thereof were delivered to the Lender.

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor hereby expressly does each of the following: (1) consents to the execution by the Borrower Company and the Bank Purchaser of this agreementAgreement; (2) acknowledges that the “Indebtedness” (as defined in the Subsidiary Guaranty) includes all of the “Obligations” under and as defined in the Credit Purchase Agreement, as amended from time to time (including as amended by this agreementAgreement); (3) acknowledges that the Subsidiary Guarantor does not have any set-off, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower Company under the Credit Purchase Agreement or the Subsidiary Guarantor under the Subsidiary Guaranty; (4) reaffirms, assumes, and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, and conditions contained in the Subsidiary Guaranty; (5) agrees that all such obligations and liabilities under the Subsidiary Guaranty continue in full force and that the execution and delivery of this agreement Agreement to, and its acceptance by, the Bank Purchaser will not in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank Company under the Subsidiary Guaranty; (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank Purchaser at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank Purchaser by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6) represents and warrants that each of the representations and warranties made by the Subsidiary Guarantor in any of the documents executed in connection with the Loans loans remain true and correct as of the date of this agreementAgreement.

Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor hereby expressly does each of the following: (1) consents to the execution by the Borrower Company and the Bank Purchaser of this agreement; (2) acknowledges that the “Indebtedness” (as defined in the Subsidiary Guaranty) includes all of the “Obligations” under and as defined in the Credit Purchase Agreement, as amended from time to time (including as amended by this agreement); (3) acknowledges that the Subsidiary Guarantor does not have any set-off, defense, or counterclaim to the payment or performance of any of the obligations of the Borrower Company under the Credit Purchase Agreement or the Subsidiary Guarantor under the Subsidiary Guaranty; (4) reaffirms, assumes, and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, and conditions contained in the Subsidiary Guaranty; (5) agrees that all such obligations and liabilities under the Subsidiary Guaranty continue in full force and that the execution and delivery of this agreement to, and its acceptance by, the Bank Purchaser will not in any manner whatsoever do any of the following: (A) impair or affect the liability of the Subsidiary Guarantor to the Bank Purchaser under the Subsidiary Guaranty; (B) prejudice, waive, or be construed to impair, affect, prejudice, or waive the rights and abilities of the Bank Purchaser at law, in equity, or by statute against the Subsidiary Guarantor pursuant to the Subsidiary Guaranty; or (C) release or discharge, or be construed to release or discharge, any of the obligations and liabilities owing to the Bank Purchaser by the Subsidiary Guarantor under the Subsidiary Guaranty; and (6) represents and warrants that each of the representations and warranties made by the Subsidiary Guarantor in any of the documents executed in connection with the Loans Note and the other Operative Documents remain true and correct as of the date of this agreement.